LeapFrog 2012 Annual Report Download - page 99

on the audit committee of Cambium Learning Group, Inc., a publicly-held company that provides research-
based learning solutions for at-risk and special student populations, since February 2010. Mr. Kalinske served
as a director on the board of directors of Blackboard Inc., a publicly-held company that provided enterprise
learning software applications, from April 2007 until its acquisition in October 2011. Mr. Kalinske earned a
B.S. from the University of Wisconsin and an M.B.A. from the University of Arizona. Mr. Kalinske has
served on our nominating and corporate governance committee since June 2012.
Mr. Kalinske is one of only 60 inductees in the Toy Industry Hall of Fame, which recognizes outstanding
contributions and/or service to the toy industry and to the Toy Industry Association. His leadership in leading
toy and education companies and his extensive experience in the areas of technology, toys, gaming and
educational ventures, all align closely with LeapFrog’s continuing strategic focus on technology-based
multimedia learning platforms and provide the board of directors with highly specialized experience and
perspective and pertinent strategic and business insight. His deep connections in the toy industry provide the
board of directors and Company with access to leading companies and thought leaders worldwide. His
extensive contacts in the toy and educational service industry serve both the board of directors and the
nominating and corporate governance committee, where he can provide world-class assistance to the
committee in the identification, review and evaluation of candidates to serve as directors of the Company.
Mr. Kalinske is an independent director under Section 303A.02 of the NYSE listing standards.
Stanley E. Maron has served as a member of our board of directors since September 1997. Since 1994,
Mr. Maron has served as a senior partner in the law firm of Maron & Sandler, a Professional Corporation,
which he co-founded. He specializes in corporate and tax law. Prior to forming Maron & Sandler, he was a
senior partner in the Los Angeles law firm of Buchalter, Nemer, Fields & Younger (now Buchalter Nemer),
serving at the firm from 1975 to 1994. Mr. Maron currently serves as a director of Heron International, a
privately-held European real estate development company, and also serves as an officer and director of
privately-held companies affiliated with Knowledge Learning Corporation, a for-profit provider of early child
care learning. Mr. Maron was previously a director of Nextera Enterprises, Inc., a consumer products
company, until 2008. Mr. Maron earned a B.A. from the University of California, Berkeley and a J.D. from
the University of California, Los Angeles. Mr. Maron has served on our audit committee since 2006 and on
our compensation and nominating and corporate governance committees since 2008.
Mr. Maron’s long tenure on our board of directors contributes continuity and a detailed understanding of
LeapFrog’s business and industry to our board of directors and the three committees on which he serves. His
ongoing work as a senior corporate and tax attorney gives him legal expertise and experience that are valuable
to the board of directors when analyzing issues that involve such legal considerations. His experience serving
as a director of LeapFrog and other companies has also provided him with valuable knowledge regarding
accounting and financial reporting matters. In addition, his experience as a corporate lawyer and his service as
a director of other companies provides him with a broad perspective on corporate governance practices for
boards of directors, knowledge and experience with board duties and responsibilities in the context of major
corporate transactions and the phases of corporate existence, and insight into trends and best practices for
areas like compensation and benefits, risk management and talent development. Mr. Maron is an independent
director under Section 303A.02 of the NYSE listing standards, which permits him to serve on our audit
committee, and he meets the new heightened NYSE independence requirements, which go into effect in
July 2013, for members of the compensation committee. In addition, Mr. Maron qualifies as a ‘‘non-employee
director’’ within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or the
Exchange Act, and as an ‘‘outside’’ director within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended, or the Internal Revenue Code.
E. Stanton McKee, Jr. has served as a member of our board of directors since November 2003. From
1989 until his retirement in November 2002, Mr. McKee served in various positions at Electronic Arts Inc., a
publicly-held company that develops and publishes interactive entertainment, most recently as Executive Vice
President and Chief Financial and Administrative Officer. From 1982 to 1989, Mr. McKee was Chief Financial
Officer of Digital Research, Inc., a privately-held developer of operating systems, computer languages and
applications. Mr. McKee also served in the consulting division of Arthur Andersen for seven years.
Mr. McKee served on the board of directors and as Chair of the audit committee of ArcSight, Inc., a publicly-
held company that provided security and compliance management software and appliances to government and
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